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On March 18, 2019, Yuvraj Mehta, head Corporate Brand Management & Communications (CBMC) at Larsen & Toubro (L&T), heard about negative media narratives against L&T, following a high-profile merger and acquisition (M&A) between the company and Mindtree. Some of the allegations against L&T were “hostile takeover” and “destruction of Mindtree's culture.” Mehta was faced with the issue of influencing all stakeholders; turning the tide and changing the narrative from hostile takeover to continuity, growth and profitability; and integrating Mindtree and its employees and culture into L&T. Compared to L&T's previous acquisitions, which were small, and other strategic initiatives, which were mostly organic, Mindtree acquisition was the largest (in value terms) in its history. It was also the most complex as Mindtree promoters aggressively resisted the acquisition, and L&T had to acquire a large number of shares through an open offer. Media speculations began in January 2019 when L&T, the engineering and construction giant, planned to acquire a majority stake in the young IT firm, Mindtree. Soon the reporting changed to aggressive media ranting. Time was at a premium. Mehta knew he would need to begin strategising almost immediately. How should he proceed? What should be his first move?

The case explores information technology (IT) company Mindtree’s journey of 20 years from the time it was founded in 1999 to be different from others, and how it became a target for acquisition by an Indian diversified conglomerate in 2019. It offers insights into developing organizational culture and values in an organization, threats faced by a company when promoters dilute their shareholding, and the strategies followed by the acquirer and the target firm. It also deals with the challenges in the acquisition of a knowledge service digital firm. After working through the case and assignment questions, students will be able to: identify the circumstances under which a company can become a target for hostile takeover; describe motivations of the acquirer firm in an acquisition; distinguish between acquisition and hostile takeover, and discuss salient features of Securities and Exchange Board of India (substantial acquisition of shares and takeover) regulations, 2011; list the defenses a target firm can adopt to ward off hostile acquirer; explore strategies followed by acquirer and target firms; analyze important ingredients of organization culture, and importance of cultural congruence in an acquisition; and discuss challenges faced by an acquirer in India, namely, legal, retention of clients and key people in the target firm particularly in hostile environment.

The case explores how ten IT professionals founded mid-tier IT services company Mindtree in 1999 in Bengaluru, India (home to Infosys and Wipro) to be different from others – by inserting themselves at a higher level in the value chain, being philanthropic as a part of broader business strategy to attract a certain kind of employee and customer. It developed a culture of equality, consideration and respect. Its attrition rate of 12 to 13 per cent was significantly lower than the Industries. Mindtree crossed annual revenue of US$1bn for FY 2019 and was growing at twice the industry’s growth rate. The most attractive part was that its proportion of revenue from digital services was about 50 per cent as compared to 25-35 per cent of other services vendors. With time, the share of promoters/founders declined and increased one investor’s shareholding of V. G. Siddhartha and his related entities. In early March 2019, the promoters’ stake was 13.32 per cent while Siddhartha had 20.32 per cent. Larsen and Toubro (L&T) one of India’s conglomerate entered into a share purchase agreement on March 18, 2019 with Siddhartha to acquire his 20.32 per cent stake. Immediately, L&T asked its broker to purchase up to 15 per cent of share capital of Mindtree at a price not exceeding INR 980 per share (each share of face value INR 10). This would trigger an open offer by L&T to purchase additional 31 per cent shares of Mindtree. The action of hostile takeover bid by L&T evoked emotional criticism from Mindtree founders. Mindtree efforts to defend itself could not materialize. L&T’s stake crossed 26 per cent on May 16, 2019. After Indian regulator SEBI’s approval, L&T’s open offer to buy shares from Mindtree shareholders commenced on June 17, 2019. The case examines motivation of the acquirer firm particularly when it is a conglomerate, and how a well-performing company became a target for hostile takeover. It looks at vulnerabilities of a target firm, and defensive steps a firm can take to fence itself against such takeover. The case also explores how organizational culture is built in a people-oriented business, namely, digital services, and what role it plays in a merger of two firms.

The case is suited for postgraduate students of management, as well as those undergoing executive courses in management.

Teaching notes are available for educators only. Please contact your library to gain login details or email support@emeraldinsight.com to request teaching notes.

CSS 11: Strategy.

The learning outcomes of this study are as follows:1. Learn to analyze a hostile takeover bid from the perspectives of the acquirer, target firm’s management and a large institutional investor in the target firm.2. Review the structuring, financing, valuation, mode of consideration, legal and regulatory aspects of a hostile takeover.3. Understand the role of the target firm’s board in a hostile takeover transaction.4. Address “to sell or not to sell” dilemma of a large institutional investor in the target firm in the event of a tender offer given financial and non-financial considerations.

On June 14, 2019, Pulak Prasad, Founder and Chief Executive Officer (CEO) at Nalanda Capital, in consultation with other managing partners at Nalanda Capital, had to decide whether to tender a 10.6% equity holding in Mindtree Ltd. in an unsolicited open offer made by Larsen and Toubro (L&T) Ltd. Until then, Nalanda Capital, led by Prasad, had aligned with the Mindtree founders and had led a campaign to thwart L&T’s bid to acquire Mindtree; L&T’s offer to acquire 31% of Mindtree shares was because of open on June 17, 2019 and it is time for Prasad and the management team to take a reasoned call – whether to stay in Mindtree or to exit? Associated aspects included – What could be the consequences of not selling the stake? What could be L&T’s game plan? Could Mindtree continue to create wealth for its shareholders under L&T?

This case is appropriate for Mergers & Acquisitions and Strategic Financial Management courses in modules focused on structuring, financing and takeover defence techniques in a hostile takeover transaction. The case is appropriate for graduate MBA and EMBA programmes.

Teaching notes are available for educators only.

CSS 1: Accounting and Finance.

The case illustrates the challenges of managing JVs in emerging markets. specifically, after going through the case, students should be able to: i.Analyze the contexts in which firms need to form JVs and evaluate this need in the context of emerging markets such as India; ii.Understand how multinational corporations can achieve success in emerging markets, specifically the role of strategic (broader than the product) adaptation in success; iii.Evaluate the impact of conflict between partners on the short-term and long-term performance of a JV; and iv.Create alternatives, evaluate each alternative’s pros and cons, and recommend appropriate decisions to address the situation after a JV unravels and the organization is faced with quality and other challenges.

McDonald’s, the global giant in the quick service industry, entered India in 1993 and formed two JVs in 1995 one with Vikram Bakshi (Connaught Plaza Restaurants Ltd or CPRL) to own and operate stores in the northern and eastern zones, and another with Amit Jatia (Hardcastle Restaurants Private Limited or HRPL) to own and operate stores in the western and southern zones. Over the next 12 years, both the JVs made steady progress by opening new stores while also achieving better store-level metrics. Though CPRL was ahead of HRPL in terms of the number of stores and total revenues earned in 2008, the year marked the beginning of a long-running dispute between the two partners in CPRL, Bakshi and McDonald’s. Over the next 11 years, Bakshi and McDonald’s tried to block each other, filed court cases against each other and also exchanged recriminations in media. The feud hurt the performance of CPRL, which fell behind HRPL in terms of growth and other metrics. On May 9, 2019, the feuding partners reached an out-of-court settlement under which McDonald’s would buy out Bakshi’s shares in CPRL, thus making CPRL a subsidiary. Robert Hunghanfoo, who had been appointed head of CPRL after Bakshi’s exit, announced a temporary shutdown of McDonald’s stores to take stock of the current situation. He had to make a number of critical decisions that would impact the company’s performance in the long-term.

MBA, Executive MBA and executive development programs.

Teaching Notes are available for educators only.

CSS 11: Strategy.

Infrastructure finance.

II MBA/Executive MBA (Project Finance, Infrastructure Finance).

It is generally believed that the economy of India is on the threshold of achieving significant growth in the coming years. The availability of adequate infrastructure facility will play a key role in realizing this growth potential. To accelerate the process of creating infrastructure capacity, the Government of India has opened up many infrastructure sectors for private sector investment. Creation of international standard airport facilities is an important component of such new infrastructure creation. This case study presents the initial development and financing closure of Bengaluru International Airport Limited (BIAL), the first major private sector airport in India. In retrospect, it is generally felt that BIAL was an important milestone in the privatization of airports in India. The blueprint for the greenfield PPP airport in Hyderabad was closely modelled on the BIAL project. The experience gained in the development of BIAL also played a major role in subsequent brownfield PPP airport expansion projects in Mumbai and Delhi.

The goal of this case study is to illustrate the complexities that exist in the process of infrastructure development and financing. This following are the expected learning outcomes:

• The importance of using an appropriate project structure.

• The prevalence of early returns to project sponsors as compared to lenders.

• The process of achieving financial closure.

• Analyzing project risks and returns.

The importance of using an appropriate project structure.

The prevalence of early returns to project sponsors as compared to lenders.

The process of achieving financial closure.

Analyzing project risks and returns.

Teaching notes.

This case focuses on the scaling up of the business. The students/the users of the case will be able to understand the following:1. to analyse the present state of the business to identify the actions necessary for scaling up;2. awareness of the leadership styles demonstrated by the entrepreneurs to grow the business;3. the concept of pivoting for business expansion; and4. organisation building and life cycles for business growth.

Shamika was a lawyer by profession and had a successful career with leading law firms in India, North America and Hong Kong. She was passionate about beauty and skincare and developed a keen interest in that business. Shamika extensively researched brand management, supply chain and production. She had a burning desire to be an entrepreneur in the skincare business. So, she founded the brand “d’you”.The skin care industry in India had seen massive growth. There was a huge increase in people’s interest in cosmetics because of the rapid rise of the middle class. The skincare industry was dominated by firms offering various herbal products. Multiple product categories and a large amount of information confused the end-consumers. Shamika identified an opportunity to offer a skincare product to eliminate the need for a consumer to use multiple serums and compete with products of repute from the international market.South Korea was the top manufacturing hub for skincare products for all leading international brands. Shamika approached many manufacturers there to produce a unique formulation for her. It was challenging to get them interested because of the lack of big orders and the language barrier. Phoenix Cosmetics, a top R&D lab, agreed to partner with Shamika.In spite of severe opposition from her family, Shamika established d’you. She had to figure out customs duties, imports and food and drug regulations. She had to get specialists on board early to avoid time and cost overruns. To be cost-effective, Shamika innovated her promotion strategy. A special airless pump packaging from South Korea was finalised for the product.The pandemic outbreak, national lockdown and pressures of trying to run the business alone were very taxing for Shamika. She struggled to manage the timelines with various agencies, engage with Phoenix and maintain a steady flow of imports from South Korea.After the relaxation of lockdown, Shamika launched “Hustle”, an age- and gender-neutral solution to the skincare woes, in October 2020. She extensively used digital marketing and social media for product promotion and set high service standards. Hustle was recognised in micro beauty awards as the best serum in India. The leading fashion magazines reviewed it very positively. The sales zoomed up.Shamika initiated discussions with venture capitalists (VCs) to scale up. VCs, though positive, were surprised that she had no prior background in skincare. She strategised to create new products with Phoenix, who now desired to collaborate with her after the success of Hustle.Shamika felt the need to expand her team because of the workload stress. She followed the rolling business plan, allowing an immediate course correction because of the dynamic business scenario. She desired to delegate day-to-day operations to the professionals. She would mainly focus on strategising. Shamika was raring to grapple with the challenge of scaling up the business.

This case can be used in courses on organisation behaviour and human resource management in postgraduate and graduate management programmes. It can also be used in general and development management courses and during executive education programmes to teach entrepreneurial leadership and organisation theory.

Teaching notes are available for educators only.

CSS 6: Human resource management

An understanding of the competitive landscape and consumer dynamics of an emerging market, especially how a small local company learns to take on and deal with global players. Similarly, embeddedness within a market leads to increasing the competitiveness of local brands as they understand local consumers better than international ones. Local brands are also more likely to use home-based and innovative marketing strategies.

Bliss Chemicals, through their flagship brand, MAQ washing powder, captured market share from global multinationals during a price war. Nevertheless, their competitive landscape and their customer base are dynamic; the company cannot afford to rest on its laurels for long. The case provides insight into the marketing activities of both large and medium enterprises in an emerging market. It also demonstrates the type of marketing activation that engenders strong consumers’ response.

The case can be used in undergraduate, MBA and executive education courses on marketing, consumer behaviour, bottom of the pyramid or international marketing courses. It could also be used in business strategy courses on market entry, dealing with stronger competitors, price wars and doing business in Africa.

Teaching Notes are available for educators only. Please contact your library to gain login details or email support@emeraldinsight.com to request teaching notes.

CSS 8: Marketing

The subject areas are social entrepreneurship and marketing in social enterprises.

This study is applicable to undergraduate or MBA-level courses; possibly executive programs as well.

Farm Shop was established in 2012 as a not-for-profit trust, with an aim of developing a distribution platform for poor, rural communities across sub-Saharan Africa so that smallholder farmers could get the farm inputs and services needed to increase their productivity and income. Attempting to reach scale, this social enterprise is in the process of building a micro-franchise network. Unlike franchises in industrialized countries where the franchisor starts with a vetted and replicable turnkey business, Farm Shop was created from scratch. After prototyping the shop concept and validating the business model in Kiambu County of Kenya, Farm Shop has 10 fully operational shops and is keen to start its growth phase, aiming to have 120 shops in its network within the next 12-18 months. It is only at that point that break-even will be achieved. Recognizing the key role of marketing in Farm Shop’s growth efforts, the founders are now focused on finalizing their go-to-market (GTM) strategy. Having initiated and measured the results of a number of marketing activities over the past six months, it is now time to decide which of these activities should be incorporated into their micro-franchise system. The management team knows that to provide advice, training and quality products to farmers, they first needed to develop awareness, interest and desire for what Farm Shop has to offer, not to mention the need to gain the farmers’ trust. Fundamentally, farmers needed to be convinced that Farm Shop can help them improve their productivity and income.

The study enables to gain an overall understanding of the range of challenges and opportunities associated with establishing a micro-franchise in an emerging market context; to gain a better understanding of social marketing, including the four types of behavioral influence it attempts to achieve and the similarities and differences between social and commercial marketing; to introduce the “theory of change” concept, providing a framework for understanding how and why change will occur; to introduce the concept of business models and explore the differences between “traditional” and “social entrepreneurship” business models; to understand how a competitive advantage is created; to introduce basic marketing concepts and the GTM concept and its role and application in a business model for a new social enterprise and to understand how marketing contributes to the social enterprise’s strategic goals and sustainability, thereby gaining an understanding of how “social marketing” is differentiated from commercial marketing.

Teaching Notes are available for educators only. Please contact your library to gain login details or email support@emeraldinsight.com to request teaching notes.

CSS 3: Entrepreneurship.